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1. GENERAL

1.1 These Terms apply to all PRICE-WATCH.AI Products and Services supplied by or on behalf of Nidhyana Price Watch Analytics Private Limited, trading as PRICE-WATCH.AI.ai, (“PRICE-WATCH”, “PRICEWATCH”, “PRICEWATCH.ai”) as may be ordered by Customer from time to time via a signed order as accepted and fulfilled by PRICE-WATCH.AI (“Order Form”).

1.2 Each Order Form identifies specific PRICE-WATCH.AI Products and Services(s) that Customer orders, fees due and any specific amendments to these Terms. All Order Forms are subject to and incorporate these Terms. In the event that an Order Form amends any of the provisions in these Terms, the provision in the Order Form shall control.

1.3 Except as specifically authorised on an Order Form, the licence granted under these Terms shall not extend to any of Customer’s Affiliates, and Customer shall not make any PRICE-WATCH.AI Products and Services available to any of its Affiliates except with PRICE-WATCH.AI’s express prior written approval.

1.4 Where PRICE-WATCH.AI expressly permits the use of PRICE-WATCH.AI Products and Services by one or more Customer Affiliate(s), each such Customer’ Affiliate shall be added to the applicable Order Form as a Permitted Affiliate. Customer shall ensure that each Permitted Affiliate complies with the Terms (other than as to payment obligations, for which Customers remain solely liable) including any restrictions on access to or use of any PRICE-WATCH.AI Products and Services.

1.5 Customer will be responsible and liable for the acts and omissions of any of Customer’s Permitted Affiliate(s), and Customer agrees that any changes to its corporate structure, employee, user numbers or usage entitles PRICE-WATCH.AI to charge additional fees. Customer shall be liable for all access to and use of the Licensed Material by any of its Affiliates.

2. LICENSE TERMS AND USER RESTRICTRIONS

2.1 Subject to Customer fulfilling its obligations under these Terms and prompt payment of all fees, PRICE-WATCH.AI grants Customer a non-exclusive, non-transferable, non-sublicensable, limited term, revocable licence for the Customer and its Licensed Users for the Licensed Business Functions to access and use the PRICE-WATCH.AI Products and Services and the Licensed Material at the Licensed Locations for the Permitted Purposes only, and at all times subject to and in accordance with these Terms. All other uses are expressly reserved and prohibited.

2.2 Subject to the above, Customer and its Licensed Users may: (i) search, interrogate, and display the data accessed through the Licensed Material on screen; (ii) make a limited number of printouts of items included in the Licensed Material using the printing commands contained in the PRICE-WATCH.AI Products and Services; (iii) download and store in machine readable format a single copy of insubstantial portions of the Licensed Material; and (iv) download and store a single copy of relevant Licensed Material for the Customer’s audit and regulatory purposes but not for any other purpose.

2.3 The following is not permitted in this licence:

  • 2.3.1 the creation of Derived Materials,
  • 2.3.2 resale or distribution to third parties.
  • 2.3.3 Publishing of PRICE-WATCH.ai data on any public platform without PRICE-WATCH. Ai’s written consent.

2.4 The Customer may not:

  • 2.4.1 abstract, download, store, reproduce, transmit, display, copy or use the Licensed Material other than as expressly permitted in these Terms or Order Form;
  • 2.4.2 lend, sell, resell, license, sublicense, distribute, make available, rent or lease any PRICE-WATCH.AI Products and Services or any parts of the Licensed Material or include it in a service bureau or outsourcing offering;
  • 2.4.3 modify the PRICE-WATCH.AI Products and Services or the Licensed Material without PRICE-WATCH.AI’s express written permission;
  • 2.4.4 use any algorithm, application, device, method, system or software to: (i) access, use, search, copy, monitor, mine, extract or scrape data or other Licensed Material from the PRICE-WATCH.AI Products and Services; or (ii) disable or incapacitate any part of the PRICE-WATCH.AI Products and Services or any usage tracking application or program used by PRICE-WATCH.AI;
  • 2.4.5 circulate, distribute or make available the Licensed Material to any party other than Licensed Users, make multiple printouts or copies of Licensed Material or otherwise allowing the same, whether explicitly or implicitly (with the exception of Clause 2.5 – on ad-hoc inclusion in presentations below);
  • 2.4.6 make the PRICE-WATCH.AI Products and Services or any Licensed Material available to any party other than Licensed Users on a local area network, a wide area network or on any intranet or extranet except as required to achieve the Permitted Purpose;
  • 2.4.7 use or authorise the use of software incorporated in the PRICE-WATCH.AI Products and Services other than as part of the PRICE-WATCH.AI Products and Services;
  • 2.4.8 use or access any PRICE-WATCH.AI Products and Services for the purposes of monitoring its availability, performance or functionality, or for any other competitive purposes;
  • 2.4.9 use the PRICE-WATCH.AI Products and Services or Licensed Material therein for or in conjunction with any unlawful purpose;
  • 2.4.10 interfere with or disrupt the integrity or performance of any PRICE-WATCH.AI Products and Services or third-party data contained therein;
  • 2.4.11 remove any copyright or other proprietary rights notice contained or included in the PRICE-WATCH.AI Products and Services or Licensed Material;
  • 2.4.12 permit or seek to obtain direct or indirect access to or use of any PRICE-WATCH.AI Products and Services in a way that circumvents a contractual usage limit;
  • 2.4.13 except as permitted by applicable law, copy, reverse engineer, decompile or modify any software incorporated in any PRICE-WATCH.AI Products and Services or any part, feature, function or user interface thereof or make any other attempt to discover the source code or scripts used to provide the PRICE-WATCH.AI Products and Services;
  • 2.4.14 use the PRICE-WATCH.AI Products and Services in any way that may infringe any intellectual property right of PRICE-WATCH.AI, its Affiliates, any of PRICE-WATCH.AI’s third-party data providers and/or any other third parties;
  • 2.4.15 do anything that could reasonably be assumed to jeopardise PRICE-WATCH.AI’s or any of PRICE-WATCH.AI’s Affiliates’ relationships with any of its or their third party providers, or any other third party; or
  • 2.4.16 use the PRICE-WATCH.AI Products and Services and any Licensed Material in any way not expressly authorised in these Terms or Order Form.

2.5 In the event that PRICE-WATCH.AI agrees with Customer in the Order Form that Customer may include small extracts of Licensed Material in presentations to customers and prospects on an ad-hoc basis, Customer shall acknowledge PRICE-WATCH.AI as a data source and accompany the extract with the following disclaimer in all such presentations:

  • “This information has been extracted from an PRICE-WATCH.AI product. PRICE-WATCH.AI has not seen or reviewed any conclusions, recommendations or other views that may appear in this document. PRICE-WATCH.AI makes no warranties, express or implied, as to the accuracy, adequacy, timeliness, or completeness of its data or its fitness for any particular purpose. PRICE-WATCH.AI disclaims any and all liability relating to or arising out of use of its data and other content to the fullest extent permissible by law.”

2.6 PRICE-WATCH.AI accepts no liability or responsibility to any third party who benefits from, uses or relies on the PRICE-WATCH.AI Products and Services or gains access to the Licensed Material. The Customer will indemnify PRICE-WATCH.AI from and against all liabilities, losses, damages, costs and expenses that PRICE-WATCH.AI incurs in connection with any claims against PRICE-WATCH.AI by any such third party.

2.7 The use of and access to PRICE-WATCH.AI Products and Services are subject to usage limits, including the quantities specified in the Order Form.

2.8. User Accounts and Registration

2.8.1 Creation

To access certain features of the Services, you may be required to create a user account. When creating an account, you must provide accurate and complete information and meet any eligibility criteria as per the Order Form. PRICE-WATCH.AI reserves the right to refuse registration or cancel an account at its sole discretion.

2.8.2 Security

You are responsible for maintaining the confidentiality of your account information, including your password, and for any activities that occur under your account. You agree to notify PRICE-WATCH.AI immediately of any unauthorized access or use of your account or any other security breaches.

2.8.3 Termination

PRICE-WATCH.AI may suspend or terminate your account and access to the Services if you violate these Terms, engage in any activities that are harmful to PRICE-WATCH.AI or its users, or for any other reason at PRICE-WATCH.AI’s sole discretion. You may also terminate your account at any time by contacting  PRICE-WATCH.AI customer support.

2.8.4 Account Sharing and Usage

Individual Use

Each account created on PRICE-WATCH.AI is intended for individual use only. Sharing your account with others is strictly prohibited. Each user must create their own account and use the Services individually.

Account Sharing Detection

PRICE-WATCH.AI  utilizes advanced technology to detect patterns indicative of account sharing.

If PRICE-WATCH.AI suspects that a password is being used by more than one person or by anyone other than the Licensed User for whom it was issued, or if PRICE-WATCH.AI detects use of the Licensed Material in excess of licensed usage specified on the applicable Order Form, it may immediately suspend access by Customer and/or individual accounts or cancel the relevant password without refunding the service fees.

Consequences of Account Sharing

Account sharing not only compromises the security and integrity of your own account, but it may also adversely impact the Services and infringe upon the rights of other users. In addition to account suspension or termination, PRICE-WATCH.AI reserves the right to take any other legal or technical measures it deems necessary.

2.8.5 Appeal

If you believe that your account has been unfairly suspended or terminated due to alleged account sharing, you may appeal the decision by contacting PRICE-WATCH.AI customer support with a detailed explanation of the situation.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 Customer agrees that the Intellectual Property Rights comprised in or relating to all PRICE-WATCH.AI Products and Services, Licensed Material, and Licensed Material within any Derived Materials and all compilations thereof and in documentation supplied by PRICE-WATCH.AI are and shall remain the sole property of PRICE-WATCH.AI or (as applicable) their third party licensors.

3.2 No rights in any PRICE-WATCH.AI Products and Services or Licensed Material are granted or conveyed by PRICE-WATCH.AI other than the limited licence to use them as set forth in these Terms, and nothing in these Terms will be deemed to grant any licence, sub-licence, Intellectual Proprietary Right or other claim against or interest in PRICE-WATCH.AI’s Intellectual Property Rights.

The Customer shall comply with all of PRICE-WATCH.AI’s instructions relating to the security of the PRICE-WATCH.AI Products and Services and the Licensed Material. Customer shall have in place and maintain appropriate and up-to-date technical and organisational measures designed to protect all Licensed Material against unauthorised access, disclosure, copying or distribution, and Customer shall comply with PRICE-WATCH.AI’s reasonable instructions from time to time in any matters relating to the protection of and the prevention of piracy of Licensed Material.

3.3 In the event that Customer were to own any rights in any PRICE-WATCH.AI Products and Services or Licensed Material, Customer shall assign to PRICE-WATCH.AI, with full title guarantee for all purposes, applications and field of use (including by way of assignment of future Intellectual Property Rights) all such Intellectual Property Rights including the right to take action for any past, present and future damages and other remedies in respect of any infringement. Customer must execute, and will procure that any Affiliates and Customer Representatives execute, such documents and do such things as PRICE-WATCH.AI may consider reasonably necessary to give effect to this Clause.

4. CHANGES TO THE PRODUCT, SERVICES & REPLACEMENT

4.1 PRICE-WATCH.AI shall be entitled to update, enhance, withdraw or otherwise change the PRICE-WATCH.AI Products and Services from time to time, at any time without notice.

4.2 Where such change will lead to a material decrease in functionality, PRICE-WATCH.AI shall provide thirty (30) calendar days’ notice.

4.3 During a period of thirty (30) calendar days starting on the day that PRICE-WATCH.AI provided the notice, Customer may terminate the licence relating to the affected PRICE-WATCH.AI Products and Services, by giving notice, and may request to replace with available alternative product or services. If Customer does not exercise this right to terminate within thirty (30) calendar days from PRICE-WATCH.AI’s notice, Customer has accepted the changed product, and may no longer exercise this termination right.

4.4 Once a product is activated and confirmed by the Customer on the Platform, it is considered final and non-replaceable. The Customer acknowledges that after activation, no requests for deletion, substitution, or replacement will be accepted, and any changes to the activated product will require a new request, approval process at additional cost.

– Exceptions: The foregoing restrictions shall not apply in the event of (i) a defect in the product that is determined by PRICE-WATCH.ai to be attributable to an error or fault on the part of PRICE-WATCH.ai, or (ii) a material issue with the product that prevents the Customer from using the product as intended, in which case PRICE-WATCH.ai may, at its sole discretion, agree to replace or correct the product at no additional cost to the Customer.

4.5 It is the sole responsibility of the Customer to thoroughly review and confirm the product(s) to be activated before such confirmation is provided to PRICE-WATCH.ai.

5. CHANGES TO THE TERMS

PRICE-WATCH.AI may at its discretion change these Terms and provide notice to Customer. During a period of thirty (30) calendar days starting on the day that PRICE-WATCH.AI provided the notice, Customer may terminate the licence relating to the affected PRICE-WATCH.AI Products and Services, by giving notice. If Customer does not exercise this right to terminate within thirty (30) calendar days from PRICE-WATCH.AI’s notice, Customer has accepted the changed terms, and may no longer exercise this termination right.

6. FEES

6.1 Customer shall pay all applicable fees, and agrees that its access to and use of PRICE-WATCH.AI Products and Services and Licensed Materials is contingent on Customer paying all applicable fees.

6.2 Payment obligations are non-cancellable, and fees paid are non-refundable except as otherwise expressly foreseen in these Terms.

6.3 Quantities or levels of usage licensed cannot be decreased during any Contract Year.

6.4 Invoiced charges are due net thirty (30) days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to PRICE-WATCH.AI and notifying PRICE-WATCH.AI of any changes to such information.

6.5 If any invoiced amount is not received by PRICE-WATCH.AI by the due date, then without limiting its rights or remedies, PRICE-WATCH.AI may suspend or terminate Customer’s access to the PRICE-WATCH.AI Products and Services until such amounts are paid in full.

6.6 PRICE-WATCH.AI’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”) except as expressly set out in an invoice. Customer is responsible for paying all Taxes associated with Customer’s purchases and use hereunder. If PRICE-WATCH.AI has a legal obligation to pay or collect Taxes, PRICE-WATCH.AI will invoice Customer, and Customer will pay that amount unless Customer provide PRICE-WATCH.AI with a valid tax exemption certificate authorised by the appropriate taxing authority.

7. TERM; SUSPENSION AND TERMINATION

7.1 The term of an order will commence on the Start Date.

7.2 Except to the extent stated otherwise in an Order Form, each order shall renew automatically for further periods of twelve (12) months (or such other term stated in the Order Form), unless either party provides the other party with no fewer than thirty (30) calendar days’ notice in advance of the expiry to cancel the renewal.

7.3 The fees due for each renewal term shall be assessed at the then current prices for the PRICE-WATCH.AI Products and Services ordered.

7.4 PRICE-WATCH.AI shall additionally be entitled to suspend supply of the PRICE-WATCH.AI Products and Services to the Customer if it reasonably suspects that the Customer or any Licensed User is in breach of these Terms, and may impose a reasonable charge to the Customer for restoring the PRICE-WATCH.AI Products and Services.

8. CONSEQUENCES OF TERMINATION OR EXPIRY

8.1 On expiry, or on termination or cancellation for any reason, the Customer, its Affiliates, all Customer Representatives, and all Licensed Users shall immediately cease using all of the terminated PRICE-WATCH.AI Products and Services(s) and Licensed Material. Customer shall provide confirmation to PRICE-WATCH.AI for not sharing, publishing restored data and content of PRICE-WATCH.AI Products and Services(s) in their system outside customer’s / subscriber’s organization for commercial or non-commercial purpose post termination of their contract.

14.2 The undertaking to delete Licensed Material does not apply to any data which the Customer is required to retain under any applicable legal or regulatory obligation including the rules of a professional body (in each case only to the extent and for such time as is required under any such obligation), provided that and for as long as Customer (i) continues to comply with the provisions of these Terms and retains such copies in its archives and does not use the Licensed Material in any part of its business for any reason.

14.3 In no event will the termination or expiry relieve Customer of its obligation to pay any fees payable to PRICE-WATCH.AI for the period prior to the effective date of termination.

14.4 If the Order Form is terminated for any reason other than discontinuation of the applicable PRICE-WATCH.AI Products and Services, Customer must pay any unpaid fees covering the remainder of the term of existing Order Forms to PRICE-WATCH.AI.

9. PLATFORM UPTIME AND DOWNTIME

9.1 Uptime Guarantee: PRICE-WATCH.ai (the “Service Provider”) shall use commercially reasonable efforts to ensure that the Platform is available and operational for a minimum of 99.9% of the time annually, excluding (i) scheduled maintenance, (ii) force majeure events, (iii) downtime caused by the Customer’s own equipment, network, or software, and (iv) downtime resulting from third-party service interruptions outside the control of PRICE-WATCH.ai.

9.2 Scheduled Maintenance: PRICE-WATCH.ai shall provide the Customer with no less than 15 days’ written notice of any scheduled maintenance, during which time the Platform may be temporarily unavailable. PRICE-WATCH.ai shall, where reasonably practicable, schedule such maintenance during periods of low usage to minimize disruption to the Customer.

9.3 Unscheduled Downtime and Emergency Maintenance: In the event of unscheduled downtime, system outages, or the need for emergency maintenance, PRICE-WATCH.ai shall make commercially reasonable efforts to restore service promptly. PRICE-WATCH.ai shall notify the Customer of such downtime as soon as reasonably practicable and shall provide regular updates on the status of the restoration process.

9.4 In the event that PRICE-WATCH.ai fails to meet the agreed-upon uptime guarantee of 99.9% during any calendar month, the Customer shall be entitled to an extension of the service term. The amount of such extension shall be determined in accordance with the specific terms and conditions outlined in the Service Level Agreement (“SLA”) between the parties. The service time extension shall be the sole and exclusive remedy available to the Customer for any breach of the uptime guarantee, and the Customer hereby waives any other claims, remedies, or damages arising from such breach.

9.5 Exclusions: The uptime guarantee set forth herein shall not apply and PRICE-WATCH.ai shall have no liability for any downtime or failure to provide services that result from:

  • Any interruption, delay, or failure caused by the Customer’s own equipment, network, or internet connection.
  • Any failure or interruption caused by third-party providers, including but not limited to internet service providers, cloud hosting providers, or telecommunications services.
  • Acts of God, natural disasters, government action, strikes, or other events of force majeure that are beyond the control of PRICE-WATCH.ai.
  • Customer’s unauthorized use, misuse, or modification of the Platform or its underlying infrastructure.

9.6 Notification of Downtime: In the event of any unscheduled downtime, PRICE-WATCH.ai shall promptly notify the Customer through [email, dashboard alert, or other communication means] and shall provide reasonable estimates for the duration and resolution of the issue.

9.7 Limitation of Liability: Notwithstanding the foregoing, PRICE-WATCH.ai shall not be liable for any indirect, consequential, or punitive damages, including but not limited to loss of data, loss of business, or other economic losses, arising out of or in connection with any downtime or interruption of service, except where such downtime results from PRICE-WATCH.ai’s gross negligence or wilful misconduct.

10. WARRANTIES; LIMITATIONS ON LIABILITY

10.1 The PRICE-WATCH.AI Products and Services and Licensed Material are provided by PRICE-WATCH.AI on an ‘as is’ and ‘as available’ basis. PRICE-WATCH.AI excludes to the extent permitted by law all implied warranties relating to fitness for a particular purpose, merchantability, accuracy, timeliness, and completeness. PRICE-WATCH.AI is not responsible for errors and omissions in the Licensed Materials of any kind, regardless of the cause, or for results obtained from using PRICE-WATCH.AI Products and Services or Licensed Material.

10.2 Nothing in these Terms or any Order Form shall exclude or limit either party’s liability: (i) for fraud or fraudulent misrepresentation; (ii) for losses arising from breach of the provisions of the confidentiality obligations in these Terms; and (iii) matters that cannot, as a matter of law, be limited or excluded.

10.3 In no event shall the aggregate liability of each party together with all of its Affiliates arising out of or related to these Terms exceed the total amount paid by Customer and Customer’s Affiliates hereunder for the PRICE-WATCH.AI Products and Services giving rise to the liability in the twelve (12) months preceding the first incident out of which the liability first arose. The foregoing limitation will apply whether an action is in contract or tort and regardless of the theory of liability, but will not limit Customer’s and Customer Affiliates’ payment obligations, even if a party or its Affiliates have been advised of the possibility of such damages or if a party’s or its Affiliates’ remedy otherwise fails of its essential purpose.

10.4 In no event will either party or its Affiliates have any liability arising out of or related to these Terms and/or any Order Form for any: (i) loss of profits, business or revenues; (ii) loss of anticipated savings; (iii) loss of goodwill; (iv) business interruption; (v) loss of data (including use or receipt of data); or (vi) for any indirect, special, incidental, consequential, or exemplary damages. The foregoing limitation will apply whether an action is in contract or tort and regardless of the theory of liability, even if a party or its Affiliates have been advised of the possibility of such damages or if a party’s or its Affiliates’ remedy otherwise fails of its essential purpose.

10.5 Without prejudice to any of the foregoing, PRICE-WATCH.AI will not be liable for breach of any term of these Terms arising from or in relation to: (i) the use of any PRICE-WATCH.AI Products and Services in breach of these Terms; (ii) any alterations to any PRICE-WATCH.AI Products and Services made by anyone other than PRICE-WATCH.AI or someone expressly authorised by PRICE-WATCH.AI to make that alteration; (iii) any delay or failure in the provision of any PRICE-WATCH.AI Products and Services to Customer caused by anyone other than PRICE-WATCH.AI; or (iv) any breach of these Terms by Customer or any other wrongful or negligent act or omission by Customer, any Customer Affiliate, or any Customer Representative.

10.6 The PRICE-WATCH.AI Products and Services may contain links to external sites. PRICE-WATCH.AI is not responsible for and has no control over the content of such sites and, to the extent permissible by law, disclaims all responsibility and liability in relation to information available on such sites or accessible from the PRICE-WATCH.AI Products and Services via hypertext links.

11. COPYRIGHT AND LIMITATIONS ON USE

The content displayed on the Web site (“Content”) is the property of PRICE-WATCH.AI or its licensors, and is protected by copyright and other intellectual property laws. This Web Site and the Content may be used only for your personal and non-commercial use. You agree not to copy, reproduce, modify, display, perform, publish, create derivative works from, or store any Content from the Web site. You also agree not to distribute, transmit, broadcast or circulate any Content from the Web site to anyone, including but not limited to someone else in the same company or organization, without the express prior written consent of PRICE-WATCH.AI, with this one exception:

You may, on an occasional and irregular basis, reproduce, distribute, display or transmit an insubstantial portion of Content, for a non-commercial purpose and without charge, to a limited number of individuals, provided you include all copyright and other proprietary rights notices with such portion of the Content in the same form in which the notices appear at the Web site, the original source attribution, and the phrase “Used with permission PRICE-WATCH.AI.ai, company of Nidhyana Price Watch Analytics Private Limited.” However, you may not post any Content from the Web site to forums, newsgroups, mail lists, electronic bulletin boards, or other web sites, without the prior written consent of PRICE-WATCH.AI. To request consent for other matters, you may contact PRICE-WATCH.AI by email to marketing@price-watch.ai.

The Web site includes facts, views, opinions and recommendations of individuals and organizations deemed of interest. PRICE-WATCH.AI and its Content licensors are not giving investment advice, tax advice, legal advice, or other professional advice. PRICE-WATCH.AI and its Content licensors do not guarantee or warrant the accuracy, completeness or timeliness of, or otherwise endorse, these views, opinions and recommendations. You should always seek the assistance of a professional for advice on investments or other professional matters.

12. CONFIDENTIALITY

12.1 Each party receiving Confidential Information (“Receiving Party”) from the other party (“Disclosing Party”) shall: (i) use the Disclosing Party’s Confidential Information solely for the purposes of fulfilling its obligations under these Terms (ii) keep the Disclosing Party’s Confidential Information secure and take no lesser security measures and degree of care to protect the Disclosing Party’s Confidential Information than the Receiving Party applies to its own confidential or proprietary information (but not less than reasonable care); and (iii) not disclose the Disclosing Party’s Confidential Information to any third party except with the prior written consent of the Disclosing Party or in accordance with this Clause.

12.2 The obligations of confidentiality shall not apply where the Receiving Party can demonstrate that the Confidential Information: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) is or was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is or was received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.

12.3 Upon the expiry or termination of these Terms, each party will promptly return or destroy the relevant Confidential Information of the other and any copies, extracts and derivatives thereof, except as otherwise set out in these Terms.

12.4 The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

12.5 Each party acknowledges that its breach of this Clause may cause irreparable injury to the other party for which monetary damages may not be an adequate remedy. Accordingly, a party will be entitled to seek any legal or equitable remedies in the event of such a breach by the other. The operation of this Clause shall survive the termination or expiration of these Terms.

13. INDEMNITY

13.1 The Subscriber shall indemnify the Licensor (for itself and on behalf of its group companies, directors, employees, and representatives) from and against all liabilities, costs, expenses, damages and losses arising out of or in connection with a third party claim arising as a result of any unauthorized use of the Content by the Subscriber or any Authorised User.

13.2 Upon receipt of notice of a claim, action or proceeding in respect of which indemnity may be sought under paragraph 13.1, the Licensor shall promptly notify the Subscriber in writing and shall not settle any such claim, action or proceeding without the Subscriber’s written consent, which shall not be unreasonably withheld. The Subscriber shall at its own expense assume and control the defence of any litigation or proceeding in respect of which indemnity is sought. The Licensor shall provide the Subscriber with such assistance (at the Subscriber’s cost) as the Subscriber may reasonably require.

24. SEVERABILITY

If any provision (or part provision) of these Terms is or becomes illegal, invalid or unenforceable in any respect: (i) it shall not affect or impair the legality, validity or enforceability of the remaining provisions of these Terms; and (ii) that provision (or part provision) shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and enforceable effect.

13. CHOICE OF LAW AND JURISDICTION

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of India and the Parties agree to submit to the exclusive jurisdiction of the Madras Court, Tamil Nadu in respect of any dispute which may arise in relation to it whether in contract, tort or otherwise.

 

 

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